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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

☒ Filed by the Registrant
☐ Filed by a party other than the Registrant

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

TELA BIO, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

☐

Fee paid previously with preliminary materials

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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1 Great Valley Parkway, Suite 24
Malvern, PA 19355
2026 ANNUAL MEETING OF STOCKHOLDERS
To be Held on June 9, 2026

April 30, 2026

Dear Stockholder:

We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders of TELA Bio, Inc., or the Annual Meeting, which will be held at 10:00 a.m., Eastern Time, on Tuesday, June 9, 2026. The Annual Meeting will be held in virtual meeting format only. Stockholders will not be able to attend the Annual Meeting physically. We believe that the virtual meeting format enables stockholders to attend and participate from any location around the world at no cost, provides for cost savings to TELA Bio, Inc. and our stockholders, and reduces the environmental impact of our Annual Meeting. The Annual Meeting can be accessed via the Internet at: https://event.accessnewswire.com/tela-2026.

Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of 2026 Annual Meeting of Stockholders, or the Notice, and 2026 Annual Meeting Proxy Statement, or the Proxy Statement. Other than the proposals described in the Proxy Statement, our Board of Directors is not aware of any other matters to be presented for a vote at the Annual Meeting. We are pleased to take advantage of the Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet.

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to vote as soon as possible to ensure that your shares are represented. Information about voting methods is set forth in the accompanying Notice and Proxy Statement.

If you have any questions with respect to voting, please call our Chief Operating Officer, Chief Financial Officer and Corporate Secretary, Roberto Cuca, at (484) 320-2930.

Sincerely,

/s/ Doug Evans

Doug Evans
Chairman of the Board of Directors

/s/ Antony Koblish

Antony Koblish
Director and Chief Executive Officer

THIS PROXY STATEMENT IS
FIRST BEING MADE AVAILABLE ON OR ABOUT APRIL 30, 2026.

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NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To be Held on June 9, 2026

Dear Stockholders:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders of TELA Bio, Inc., or the Annual Meeting, will be held on Tuesday, June 9, 2026, at 10:00 a.m. Eastern Time. The purpose of the meeting is the following:

To elect the three director nominees that are set forth in the attached 2026 Annual Meeting Proxy Statement, or the Proxy Statement, to serve as Class I directors, whose term will expire in 2029;

To ratify the appointment of KPMG LLP, or KPMG, as our independent registered public accounting firm for the 2026 fiscal year;

To approve, on a non-binding, advisory basis, the compensation of our named executive officers;

To approve an amendment to the Amended and Restated 2019 Equity Incentive Plan, or the 2019 Plan, to, among other things, increase the authorized shares issuable under the 2019 Plan by 3,500,000 shares, or the 2019 Plan Amendment;

To approve an adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve Proposal 4; and

Any other matters that may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of 2026 Annual Meeting of Stockholders, or the Notice.

MEETING INFORMATION

	Date:			June 9, 2026
	Time:			10:00 a.m.
	Website Address:			The meeting can be accessed by visiting https://event.accessnewswire.com/tela-2026, where you will be able to listen to the meeting live, submit questions and vote online. There will be no physical location for stockholders to attend.
	Record Date:			You can vote if you were a stockholder of record on April 24, 2026.

Your vote matters. Whether or not you plan to virtually attend the Annual Meeting, please ensure that your shares are represented by voting, signing, dating and returning your proxy in the enclosed envelope, which requires no postage if mailed in the United States.

By Order of the Board of Directors,

/s/ Roberto Cuca
Roberto Cuca
Chief Operating Officer, Chief Financial Officer and Corporate Secretary
April 30, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON June 9, 2026. This Proxy Statement and the proxy card are being furnished to our stockholders on or about April 30, 2026. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available to holders of our common stock at www.edocumentview.com/TELA. If you would like to receive, without charge, a paper copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, including the financial statements, please send your request to Corporate Secretary, TELA Bio, Inc., 1 Great Valley Parkway, Suite 24, Malvern, PA 19355.

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SUMMARY INFORMATION

This summary highlights information contained elsewhere in this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, or the 2025 Annual Report. This summary does not contain all of the information you should consider and we encourage you to read this Proxy Statement and the 2025 Annual Report carefully before voting.

2026 Annual Meeting of Stockholders

		Time and Date			Record Date			Website Address
		10:00 a.m., Eastern Time, on Tuesday, June 9, 2026			April 24, 2026			The meeting can be accessed by visiting https://event.accessnewswire.com/tela-2026, where you will be able to listen to the meeting live, submit questions and vote online. There will be no physical location for stockholders to attend.

Summary of Stockholder Voting Matters

Voting Matters

For More
Information

Board of Directors
Recommendation

PROPOSAL 1: Election of Class I Directors for a Three-Year Term Expiring in 2029

Joseph Capper William Plovanic Betty Jo Rocchio

Page 36

✓ FOR Each Nominee

PROPOSAL 2: Ratification of Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for 2026

Page 37

✓ FOR

PROPOSAL 3: Approval, on a non-binding advisory basis, of the compensation of our named executive officers

Page 38

✓ FOR

PROPOSAL 4: Approval of an amendment to the Amended and Restated 2019 Equity Incentive Plan to, among other things, increase the authorized shares issuable under the 2019 Plan by 3,500,000 shares

Page 39

✓ FOR

PROPOSAL 5: Approval of an adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve Proposal 4

Page 46

✓ FOR

Our Director Nominees

You are being asked to vote on the election of Joseph Capper, William Plovanic and Betty Jo Rocchio as Class I directors, each to serve for a three-year term expiring at our 2029 Annual Meeting of Stockholders. Doug Evans currently serves as a Class I director on our Board of Directors, or the Board, with a term expiring at the Annual Meeting. Mr. Evans’ service as a member of our Board will end effective as of the date of the Annual Meeting and he is not standing for re-election. The Board has nominated Joseph Capper for election as a Class I director at the Annual Meeting, to serve for a three-year term expiring at our 2029 Annual Meeting of Stockholders. The number of members of our Board is currently set at seven members and is divided into three classes, each of which has a three-year term. Class I consists of three directors and Class II and III each consist of two directors.

The term of office of our Class I directors expires at the Annual Meeting. We are nominating (i) William Plovanic and Betty Jo Rocchio for re-election at our Annual Meeting and (ii) Joseph Capper for election at our Annual Meeting, each to serve until the 2029 Annual Meeting of Stockholders or until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. Directors are elected by a plurality of the votes cast by our stockholders at the Annual Meeting. The three nominees receiving the most FOR votes (among votes properly cast online at the meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed proxies will be voted FOR the election of Joseph Capper, William Plovanic and Betty Jo Rocchio. Each nominee has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve.

Notice of Annual Meeting of Stockholders and 2026 Proxy Statement | i

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SUMMARY INFORMATION (continued)

Name

Age

Director
Since

Committee
Memberships

Occupation

Independent

NCGC

Joseph Capper

—

CEO at Mimedx
Group, Inc.

—

William Plovanic

2025

Managing Director,
Healthcare Equity
Research at
Canaccord Genuity
LLC

Yes

Betty Jo Rocchio

2025

Executive Vice
President, Chief
Executive Nurse at
Advocate Health

Yes

	AC = Audit Committee			CC = Compensation Committee			C = Chair
	NCGC = Nominating and Corporate Governance Committee						M = Member

CORPORATE GOVERNANCE HIGHLIGHTS

The following table summarizes our current Board structure and key elements of our corporate governance framework, as of April 30, 2026:

		Governance Item
		Size of Board (set by the Board)			7
		Number of Independent Directors			6
		Independent Chairman of the Board			Yes
		Board Self-Evaluation			Annual
		Review of Independence of Board			Annual
		Independent Directors Meet Without Management Present			Yes
		Voting Standard for Election of Directors in Uncontested Elections			Plurality

RECENT CORPORATE HIGHLIGHTS

•

Recognized revenue of $20.9 million in the fourth quarter of 2025, the Company’s strongest quarter on record, and of $80.3 million for the full year 2025, representing an increase of 18% and increase of 16%, respectively, from the corresponding periods of 2024.

•

Commenced full U.S. commercial launch of larger sized OviTex PRS for use in plastic and reconstructive surgery, which may reduce the need for multiple small pieces and have the potential to simplify more complex plastic and reconstructive procedures.

•

Announced appointment of new Board members, Betty Jo Rocchio and William Plovanic.

•

Announced the promotion and appointment of Howard Langstein, MD, FACS to Chief Medical Officer.

•

Closed on a credit facility for up to $70.0 million from Perceptive Advisors, or Perceptive. The Perceptive credit facility consists of an initial loan of $60.0 million received at closing and an additional $10.0 million that can be drawn at the Company’s option by April 30, 2027 upon satisfaction of certain conditions, including, but not limited to, the achievement of net revenue thresholds.

ii | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement

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SUMMARY INFORMATION (continued)

•

Closed an underwritten registered direct offering of 4,189,000 shares of its common stock at a price of $1.11 per share and, in lieu of common stock to investors who so choose, pre-funded warrants to purchase 7,523,000 shares of common stock at an offering price of $1.1099 per pre-funded warrant, which represents the per share offering price for the shares of common stock less the $0.0001 per share exercise price, resulting in net proceeds of approximately $11.6 million after deducting underwriting discounts, commissions and other offering expenses.

Notice of Annual Meeting of Stockholders and 2026 Proxy Statement | iii

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	SUMMARY INFORMATION					i
	PROXY STATEMENT					v
	GENERAL INFORMATION ABOUT THE MEETING					1
	BOARD OF DIRECTORS					4
	BOARD STRUCTURE AND COMPOSITION					4
	CRITERIA FOR BOARD MEMBERSHIP					5
	SELECTION OF CANDIDATES					5
	BOARD OVERSIGHT OF COMPANY CULTURE AND PROPER GOVERNANCE HIGHLIGHTS					6
	DIRECTOR NOMINEES					7
	CONTINUING DIRECTORS					9
	INCOMING DIRECTORS					11
	CORPORATE GOVERNANCE AND RISK MANAGEMENT					13
	BOARD INDEPENDENCE					13
	BOARD LEADERSHIP STRUCTURE					13
	BOARD COMMITTEES					13
	RISK MANAGEMENT					13
	EVALUATING BOARD EFFECTIVENESS					14
	CODE OF CONDUCT					14
	DIRECTOR ORIENTATION AND CONTINUING EDUCATION					15
	CORPORATE GOVERNANCE GUIDELINES					15
	BOARD ATTENDANCE, COMMITTEE MEETINGS AND COMMITTEE MEMBERSHIP					15
	FAMILY RELATIONSHIPS					17
	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION					17
	STOCKHOLDER ENGAGEMENT					18
	NON-EMPLOYEE DIRECTOR COMPENSATION POLICY					19
	DIRECTOR COMPENSATION TABLE					20
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					22
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES					22
	AUDIT COMMITTEE REPORT					23
	EXECUTIVE OFFICERS					24
	EXECUTIVE COMPENSATION					26
	EQUITY GRANT TIMING					27
	INSIDER TRADING POLICY					28
	PLEDGING AND HEDGING POLICIES					28
	CLAWBACK POLICY					28
	OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END					29
	EMPLOYMENT AGREEMENTS					30
	PAY VERUS PERFORMANCE					31
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					36
	POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS					36
	EQUITY COMPENSATION PLAN INFORMATION					38
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					39
	ITEMS TO BE VOTED ON					41
	PROPOSAL 1: ELECTION OF CLASS I DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2029					41
	PROPOSAL 2: RATIFICATION OF APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026					42

iv | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement

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	PROPOSAL 3: APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS					43
	PROPOSAL 4: APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN TO, AMONG OTHER THINGS, INCREASE THE AUTHORIZED SHARES ISSUABLE UNDER THE 2019 PLAN BY 3,500,000 SHARES					44
	PROPOSAL 5: APPROVAL OF THE ADJOURNMENT OF THE ANNUAL MEETING TO THE EXTENT THERE ARE INSUFFICIENT VOTES AT THE ANNUAL MEETING TO APPROVE PROPOSAL 4					52
	OTHER INFORMATION					53
	OTHER MATTERS					53
	REQUIREMENTS FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR NEXT YEAR’S ANNUAL MEETING					53
	STOCKHOLDER COMMUNICATIONS TO THE BOARD					53
	AVAILABILITY OF MATERIALS					54

PROXY STATEMENT

This Proxy Statement is being furnished to stockholders of TELA in connection with the solicitation by our Board of proxies to be voted at our Annual Meeting and at any postponements or adjournments thereof. The Annual Meeting will be held on Tuesday, June 9, 2026, at 10:00 a.m., Eastern Time, via the Internet at https://event.accessnewswire.com/tela-2026.

This Proxy Statement is first being furnished to our stockholders on or about April 30, 2026. The Notice of Internet Availability of Proxy Materials being mailed to the stockholders is not part of the Proxy Statement.

Notice of Annual Meeting of Stockholders and 2026 Proxy Statement | v

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GENERAL INFORMATION ABOUT THE MEETING

PROXY SOLICITATION

Our Board is soliciting your vote on matters that will be presented at the Annual Meeting and at any adjournment or postponement thereof. This Proxy Statement contains information on these matters to assist you in voting your shares.

This Proxy Statement and the proxy card are being furnished to our stockholders on or about April 30, 2026. This Proxy Statement and our 2025 Annual Report are available to holders of our common stock at www.edocumentview.com/TELA. If you would like to receive, without charge, a paper copy of our 2025 Annual Report, including the financial statements, please send your request to Corporate Secretary, TELA Bio, Inc., 1 Great Valley Parkway, Suite 24, Malvern, PA 19355.

STOCKHOLDERS ENTITLED TO VOTE

All stockholders of record of our common stock at the close of business on April 24, 2026, or the Record Date, are entitled to receive the Notice and to vote their shares at the Annual Meeting. As of the Record Date, 44,765,928 shares of our common stock were outstanding. Each share is entitled to one vote on each matter properly brought to the meeting.

VOTING METHODS

You may cast your vote in any of the following ways:

MAIL

INTERNET

PHONE

ONLINE AT THE MEETING

Mailing your signed proxy card or voter instruction card.

Using the Internet at www.envision
reports.com/TELA

Calling toll-free from
the United States, U.S.
territories and Canada to 1-800-652-VOTE (8683).

You can vote at the
meeting at
https://event.access
newswire.com/tela-2026

HOW YOUR SHARES WILL BE VOTED

In each case, your shares will be voted as you instruct. If you return a signed card, but do not provide voting instructions, your shares will be voted FOR each of the proposals. If you are the record holder of your shares, you may revoke or change your vote any time before the proxy is exercised. To do so, you must do one of the following:

•

Vote over the Internet or by telephone as instructed above. Only your latest Internet or telephone vote is counted. You may not revoke or change your vote over the Internet or by telephone after 11:59 p.m., Eastern Time, on June 8, 2026.

•

Sign a new proxy card and submit it by mail, which must be received no later than June 8, 2026. Only your latest dated proxy card will be counted.

•

Give our Corporate Secretary written notice before or during the meeting that you want to revoke your proxy.

•

Virtually attend the Annual Meeting at https://event.accessnewswire.com/tela-2026. Virtually attending the Annual Meeting will not by itself revoke a previously granted proxy.

If your shares are held by your broker, bank or other holder of record as a nominee or agent (i.e., the shares are held in “street name”), you should follow the instructions provided by your broker, bank or other holder of record.

Deadline for Voting. The deadline for voting by telephone or Internet, other than by virtually attending the Annual Meeting, is 11:59 p.m. Eastern Time on June 8, 2026. If you are a registered stockholder and virtually attend the

Notice of Annual Meeting of Stockholders and 2026 Proxy Statement | 1

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GENERAL INFORMATION ABOUT THE MEETING
(continued)

Annual Meeting, you may deliver your vote online during the Annual Meeting. “Street name” stockholders who wish to vote at the Annual Meeting will need to obtain a proxy form from the institution that holds their shares.

BROKER VOTING AND VOTES REQUIRED FOR EACH PROPOSAL

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in street name. The Notice has been forwarded to you by your broker, bank or other holder of record who is considered the stockholder of record of those shares. As the beneficial owner, you may direct your broker, bank or other holder of record on how to vote your shares by using the proxy card included in the materials made available or by following their instructions for voting on the Internet.

A broker non-vote occurs when a broker or other nominee that holds shares for another does not vote on a particular item because the nominee does not have discretionary voting authority for that item and has not received instructions from the beneficial owner of the shares. The following table summarizes how broker non-votes and abstentions are treated with respect to our proposals:

Voting Matters

Votes Required

Treatment of Votes Withheld,
Abstentions and Broker
Non-Votes

Broker
Discretionary
Voting

PROPOSAL 1: Election of Class I Directors for a Three-Year Term Expiring in 2029 Joseph Capper, William Plovanic and Betty Jo Rocchio

Plurality of the votes cast

Votes withheld and broker non-votes will not be taken into account in determining the outcome of the proposal

PROPOSAL 2: Ratification of Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for 2026

Majority of the votes cast

Abstentions and broker non-votes will not be taken into account in determining the outcome of the proposal

Yes

PROPOSAL 3: Approval, on a non-binding advisory basis, of the compensation of our named executive officers

Majority of the votes cast

Abstentions and broker non-votes will not be taken into account in determining the outcome of the proposal

PROPOSAL 4: Approval of an amendment to the Amended and Restated 2019 Equity Incentive Plan to, among other things, increase the authorized shares issuable under the 2019 Plan by 3,500,000 shares

Majority of the votes cast

Abstentions and broker non-votes will not be taken into account in determining the outcome of the proposal

PROPOSAL 5: Approval of an adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve Proposal 4

Majority of the votes cast

Abstentions and broker non-votes will not be taken into account in determining the outcome of the proposal

QUORUM

We must have a quorum to conduct business at the Annual Meeting. A quorum consists of the presence at the Annual Meeting, either attending the meeting virtually or represented by proxy, of the holders of a majority of the outstanding shares of our common stock entitled to vote. For the purpose of establishing a quorum, abstentions,

2 | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement

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GENERAL INFORMATION ABOUT THE MEETING
(continued)

including brokers holding customers’ shares of record who cause abstentions to be recorded at the meeting, and broker non-votes are considered stockholders who are present and entitled to vote, and count toward the quorum. If there is no quorum, the holders of a majority of shares virtually attending the Annual Meeting or represented by proxy or the chairman of the meeting may adjourn the Annual Meeting to another date.

PROXY SOLICITATION COSTS

We pay the cost of soliciting proxies. Proxies may be solicited on behalf of the Board by mail, telephone, and other electronic means or in person. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Notice of Annual Meeting of Stockholders and 2026 Proxy Statement | 3

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BOARD OF DIRECTORS

Our Board has nominated (i) William Plovanic and Betty Jo Rocchio for re-election and (ii) Joseph Capper for election as Class I directors at our Annual Meeting to hold office until our 2029 Annual Meeting of Stockholders.

Our Board is the Company’s ultimate decision-making body, except with respect to those matters reserved to the stockholders. Our Board selects the members of our senior management team, who in turn are responsible for the day-to-day operations of the Company. Our Board acts as an advisor and counselor to senior management and oversees its performance.

Our Board consists of directors divided into three classes, with each class holding office for a three-year term. William Plovanic and Betty Jo Rocchio, current Class I directors, have been nominated by our Board for election at the Annual Meeting and the Board has designated Joseph Capper as a nominee for election at the Annual Meeting, each for three-year terms that will expire at the 2029 Annual Meeting of Stockholders or until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. Doug Evans currently serves as a Class I director on the Board, with a term expiring at the Annual Meeting. Mr. Evans’ service as a member of our Board and Chairman of our Board will end effective as of the date of the Annual Meeting and he is not standing for re-election. If elected, Mr. Capper is expected to assume the role of Chairman of the Board. Each of the nominees has agreed to be named and to serve, and we expect each nominee to be able to serve if elected. If any nominee is unable to serve, the Nominating and Corporate Governance Committee may recommend to our Board a replacement nominee. The Board may then designate the other nominee to stand for election. If you voted for the unavailable nominee, your vote will be cast for his or her replacement.

In connection with the Company’s ongoing commitment to board refreshment and strong corporate governance, the Board has undertaken a significant renewal of its composition. On April 29, 2026, Kurt Azarbarzin, Vince Burgess and Federica O’Brien each submitted his or her resignation from the Board and all committees, respectively. The Board and Company extends its sincere gratitude to Doug Evans, Federica O’Brien, Vince Burgess, and Kurt Azarbarzin. The Board and Company deeply appreciates the invaluable contributions of each of these directors during their respective tenures and their dedicated service to the Company and its stockholders.

In anticipation of this transition, On April 29, 2026, the Board has identified and nominated Joseph Capper for election by the Company’s stockholders as a Class I director at the Annual Meeting, with a term expiring at the 2029 Annual Meeting of the Company and identified and approved Guido Neels as a Class II director, with a term expiring at the 2027 Annual Meeting of the Company, and Guy Nohra and Paul Thomas as Class III directors, with terms expiring at the 2028 Annual Meeting of the Company to be appointed to the Board as directors. Guido Neels, Guy Nohra, and Paul Thomas appointments will become effective immediately following the Annual Meeting. Accordingly, the board refreshment described herein is expected to be completed substantially concurrently with the conclusion of the Annual Meeting. A brief description of the incoming directors’ biographies and their respective class structure is set forth below under the heading “Incoming Directors.”

Joseph Capper, Guido Neels, Guy Nohra, and Paul Thomas each bring extensive experience to the Board. These changes are intended to bring complementary expertise to strengthen the Board’s capacity to oversee the Company’s long-term strategic priorities.

The Company and Board believes that the refreshment described herein reflects the Company’s dedication to evolving Board leadership in a manner that is aligned with the long-term interests of the Company and its stockholders.

BOARD STRUCTURE AND COMPOSITION

The Nominating and Corporate Governance Committee is responsible for recommending the composition and structure of our Board and for developing criteria for Board membership. The Nominating and Corporate Governance Committee regularly reviews director competencies, qualities and experiences, with the goal of ensuring that our Board is comprised of an effective team of directors who function collegially and who are able to apply their experience toward meaningful contributions to our business strategy and oversight of our performance, risk management, organizational development and succession planning.

4 | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement

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BOARD OF DIRECTORS (continued)

Our Third Amended and Restated Bylaws, or Bylaws, provide that the number of members of our Board shall be fixed by the Board from time to time. Our Board is currently fixed at seven members. Our Board is divided into three classes with staggered three-year terms. The Nominating and Corporate Governance Committee is responsible for identifying individuals that it believes are qualified to become Board members.

CRITERIA FOR BOARD MEMBERSHIP

The Nominating and Corporate Governance Committee has identified certain criteria that it will consider in identifying director nominees. Important general criteria and considerations for Board membership include:

		General Criteria

		✓ Ability to contribute to the Board’s range of talent, skill and experience to provide sound and prudent guidance with respect to the Company’s strategy and operations, including, but not limited to:
		✓ Experience at senior levels in public companies,
		✓ Technology and financial expertise,
		✓ Experience in leadership roles in commercial-stage companies in the med tech or healthcare fields.
		✓ Personal integrity and ethical character, commitment and independence of thought and judgment;
		✓ Capability to fairly and equally act in the best interest of our stockholders;
		✓ Confidence and willingness to express ideas and engage in constructive discussion with other Board members and management, to actively participate in the Board’s decision-making process and make difficult decisions in the best interest of the Company and our stockholders;
		✓ Ability to contribute to the diversity of personal and professional experiences, opinions, perspectives and backgrounds represented on the Board;
		✓ Willingness and ability to devote sufficient time, energy and attention to the affairs of the Company and the Board; and
		✓ Lack of actual and potential conflicts of interest.

The Nominating and Corporate Governance Committee also considers, on an ongoing basis, the background, experience and skills of the incumbent directors that are important to our current and future business needs, and evaluates the experience and skills that would be valuable in new Board members.

SELECTION OF CANDIDATES

Director Skill Set Considerations; Use of Skills Matrix

To assist with determining the needs of the Board, the Nominating and Corporate Governance Committee developed and utilizes a skills matrix for the purpose of recruiting and selecting Board candidates. The expertise and experience included in the skills matrix are tied to our strategic goals, and the intent of the skills matrix is to ensure that the directors collectively possess qualities that facilitate effective oversight of our strategic plans. The skills matrix is also reviewed from time to time by the Nominating and Corporate Governance Committee to ensure it contains the skills necessary for proper oversight of the Company in both the near and long term. While the matrix is useful for determining the collective skills of the Board as a whole, it is not a comparative measure of the value of directors; a director with more focused experience could nonetheless contribute broadly and effectively. The Nominating and Corporate Governance Committee also considers a wide range of additional factors including other positions the director or candidate holds, including other boards of directors on which he or she serves, and the independence of each director and candidate, to ensure that a substantial majority of the Board is independent.

Potential Director Candidates

On an ongoing basis, the Nominating and Corporate Governance Committee considers potential director candidates identified on its own initiative, as well as candidates referred or recommended to it by other directors, members of

Notice of Annual Meeting of Stockholders and 2026 Proxy Statement | 5

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BOARD OF DIRECTORS (continued)

management, search firms, stockholders and others (including individuals seeking to join the Board). Stockholders who wish to recommend candidates may contact the Nominating and Corporate Governance Committee in the manner described in “Stockholder Communications to the Board.” Stockholder nominations must be made according to the procedures required under our Bylaws and described in this Proxy Statement under the heading “Requirements for Submission of Stockholder Proposals for Next Year’s Annual Meeting.” Stockholder-recommended candidates and stockholder nominees whose nominations comply with these procedures and who meet the criteria referred to above will be evaluated by the Nominating and Corporate Governance Committee in the same manner as the Nominating and Corporate Governance Committee’s nominees.

The Board is committed to building a Board that consists of the optimal mix of skills, expertise, knowledge, backgrounds and personal qualities so that the Board is capable of effectively overseeing the execution of our business and meeting the Company’s evolving needs. The Nominating and Corporate Governance Committee considers the value of diversity on the Board in evaluating director nominees. Accordingly, the Nominating and Corporate Governance Committee’s evaluation of director nominees includes consideration of their ability to contribute to the diversity of personal and professional experiences, opinions, perspectives and backgrounds on the Board.

BOARD OVERSIGHT OF COMPANY CULTURE AND PROPER GOVERNANCE HIGHLIGHTS

Our Board is committed to fostering a strong culture of compliance and ethical conduct and has structured its committees and their activities to support its commitment. Our Board supports management’s promotion of a corporate culture of integrity, ethical behavior and compliance with laws and regulations and for ensuring that the Company’s culture and its strategy are aligned. Our Board expects all directors, as well as officers and employees, to conduct themselves in a manner consistent with our Code of Business Conduct and Ethics, or the Code of Conduct, and our values. Our Board believes that a strong culture of integrity, ethics and compliance is fundamental to the conduct of the Company’s business, and is necessary for effective risk management, maintaining investor trust, and successful corporate governance.

We understand corporate responsibility is essential for good governance because it strengthens the accountability of our Board and management team. Our Board is primarily responsible for overseeing our corporate strategy, which includes the oversight of matters that impact our business and related risks. Though our current set of initiatives are broad, we continue to focus on our people, culture and strong corporate governance.

The following is a summary of our current policies and practices related to promoting company culture and proper governance:

•

Separate Chairperson of the Board and Chief Executive Officer: The offices of Chief Executive Officer, or CEO, and Chairperson of the Board are separated, which reinforces the independence of the Board from management and creates an environment that encourages objective oversight of management’s performance, which we believe enhances the effectiveness of our Board as a whole.

•

Independent Committees: Each of our committees consist entirely of independent directors.

•

Regularly Held Executive Sessions: The independent directors of our Board meet separately in executive session on a regular basis to discuss matters relating to the Company and the Board, without members of the management team present.

•

Code of Conduct: All of our directors, officers and employees are subject to the Code of Conduct, which is available on our website at www.telabio.com.

•

Human Capital Management: We are committed to the health and welfare of our employees. We support the development of our employees with a competitive compensation and benefits package, internal advancement, and individualized development opportunities.

In each of the director nominee and continuing director biographies that follow, we highlight the specific experience, qualifications, attributes and skills that led the Board to conclude that the director nominee or continuing director should serve on our Board at this time.

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BOARD OF DIRECTORS (continued)

DIRECTOR NOMINEES

CLASS I DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2029

Betty Jo Rocchio

Age: 58
Director Since: 2025

Committee Memberships: Compensation; Nominating and Corporate Governance

Other Public Directorships: None

Betty Jo Rocchio has been a member of our Board since October 2025. Has served as the Executive Vice President and Chief Nurse at Advocate Health, a nonprofit integrated health system, since November 2024. Dr. Rocchio also serves on the Medtronic Chief Nurse Advisory Board, the Mytonomy Advisory Board, and the UKG Chief Nurse Advisory Board. Dr. Rocchio previously served as Mercy Health System’s (“Mercy”) Senior Vice President and Chief Nurse Executive prior to which she held roles as the Chief Nursing Optimization Officer and Vice President of Perioperative Services. Prior to joining Mercy, Dr. Rocchio held several leadership positions in the Mount Carmel Health System in Columbus, Ohio, including Chief Nurse Anesthetist, System Director of Surgical Services, and Vice President of Nursing and Chief Nursing Officer. Dr. Rocchio holds a Bachelor’s degree in Nursing and an Associate degree in Business Management from the Franciscan University of Steubenville, a Master’s degree in Health Sciences from LaRoche College, a Certificate of Anesthesia from St. Francis School of Anesthesia, and a Doctorate of Nursing Practice from The Ohio State University and is certified in Executive Nurse Practice by the American Organization for Nursing Leadership and in Evidence-Based Practice (EBP-C) by the Helene Fuld Health Trust National Institute of Evidence-based Practice in Nursing and Healthcare at The Ohio State University.

Skills & Qualifications: Dr. Rocchio’s extensive expertise in the nursing and medical industry and experience as an executive nurse in the hospital and nursing field provide her with the qualifications and skills to serve on our Board.

William Plovanic

Age: 57
Director Since: 2025

Committee Memberships: Audit; Nominating and Corporate Governance

Other Public Directorships: None

William Plovanic has been a member of our board since 2025. Mr. Plovanic has served as Managing Director, Healthcare Equity Research at Canaccord Genuity LLC, a global investment bank focused on growth companies, since May 2020. As Managing Director, Mr. Plovanic leads equity research coverage of medical technology sectors, including cardiovascular, diabetes, and neuromodulation. Previously, Mr. Plovanic served as President, Chief Executive Officer, Chief Financial Officer, and as a board member at Obalon Therapeutics, Inc. (“Obalon”) (formerly, Nasdaq: OBLN), a previously publicly traded medical device company, from March 2016 until a merger with ReShape LifeSciences, Inc. (formerly, Nasdaq: RSLS) in June 2021. At Obalon, Mr. Plovanic guided the company through commercialization of novel obesity treatment technologies and services, significant organizational changes, and its eventual merger with ReShape LifeSciences. Prior to Obalon, Mr. Plovanic worked as an equity research analyst for 20 years covering medical technology companies in the orthopedics and biomaterials sectors. Mr. Plovanic holds a Bachelor of Science in Finance from Bradley University and is a Chartered Financial Analyst (CFA) Charterholder.

Skills & Qualifications: Mr. Plovanic’s extensive expertise in the medical technology industry and experience as an executive officer in the medical therapeutics field provide him with the qualifications and skills to serve on our Board.

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CLASS I DIRECTOR — CURRENTLY NOT A MEMBER OF THE BOARD AND PROPOSED TERM TO EXPIRE IN 2029

Doug Evans currently serves as a Class I director on our Board, with a term expiring at the Annual Meeting. Mr. Evans’ service as a member of our Board will end effective as of the date of the Annual Meeting and he is not standing for re-election. Our Board has nominated Joseph Capper to serve as a Class I director.

Joseph Capper

Age: 64

Committee Memberships: None

Other Public Directorships: MiMedx Group Inc. and Anika Therapeutics, Inc.

Joseph Capper has been nominated by our Board for election as a Class I director at the Annual Meeting by the Company’s stockholders to serve until the Company’s Annual Meeting of Stockholders to be held in 2029. If elected, Mr. Capper will serve as the Chairman of the Board. Mr. Capper joined the MiMedx Group Inc. (NASDAQ: MDXG) as its Chief Executive Officer and member of the Board in January 2023. A highly experienced and accomplished healthcare executive, he brings nearly 30 years of experience in MedTech and Life Sciences leadership roles and a track record of substantial value creation. Mr. Capper has successfully led several organizations, most recently serving as the CEO of BioTelemetry, Inc. (formerly NASDAQ: BEAT) from 2010 to 2021, guiding the company through a significant turn-around, which culminated in its acquisition by Royal Philips for $2.8 billion. Prior to joining BioTelemetry, Mr. Capper served as President and CEO of both Home Diagnostics and CCS Medical. Mr. Capper brings a wealth of commercial experience, having held several leadership roles earlier in his career during the decade he spent with Bayer AG. Additionally, Mr. Capper was an officer in the U.S. Navy serving with distinction as a naval aviator. Mr. Capper has served on the board of directors of Anika Therapeutics, Inc. (NASDAQ: ANIK), since May 2024. He received his undergraduate degree in Accounting from West Chester University and an MBA in International Finance from George Washington University.

Skills & Qualifications: Mr. Capper’s expertise in the medical device industry and experience as an executive officer in the medical device field provide him with the qualifications and skills to serve on our Board.

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CONTINUING DIRECTORS

CLASS II DIRECTORS — TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

Kurt Azarbarzin

Age: 63
Director Since: 2018

Committee Memberships: Nominating and Corporate Governance

Other Public Directorships: None

Kurt Azarbarzin has been a member of our Board since November 2018. Mr. Azarbarzin has previously served as the Chief Executive Officer and a member of the board of Endoquest Robotics, a medical device company that designs and develops flexible microsurgical robotic devices, from November 2020 to June 2024. Mr. Azarbarzin served as Chief Executive Officer and a member of the board of directors of Verb Surgical Inc., a robotic surgery company, from July 2019 to November 2020. Mr. Azarbarzin previously served as Chief Technology Officer for CONMED Corporation, a global, publicly-traded medical device company dedicated to helping customers improve patient outcomes, from 2016 to July 2019. Mr. Azarbarzin is the former Founder of SurgiQuest, Inc., a medical device company focused on advancing minimally invasive surgery, and served as its Chief Executive Officer from 2005 until June 2016. Mr. Azarbarzin is a member of the executive board at Center for Biomedical Innovation and Technology at Yale University. Mr. Azarbarzin previously held leadership roles in Research and Development at U.S. Surgical & Tyco Healthcare. He earned a Bachelor of Science from the University of Bridgeport and completed advanced graduate studies in mechanical design at Bridgeport Engineering Institute and manufacturing engineering at Bradley University.

Skills & Qualifications: Mr. Azarbarzin’s expertise in the medical device industry and experience as an executive officer in the medical device field provide him with the qualifications and skills to serve on our Board.

Antony Koblish

Age: 60
Director Since: 2012

Committee Memberships: None

Other Public Directorships: None

Antony Koblish is one of our co-founders and has served as our Chief Executive Officer and as a member of the Board since our founding in April 2012. Mr. Koblish served as our President until June 2025. Previously, Mr. Koblish was President and Chief Executive Officer of Orthovita, Inc., a publicly traded orthobiologics and biosurgery medical device company. Mr. Koblish co-founded and currently serves as Chairman of the Board of Onkos Surgical, Inc., a surgical oncology orthopedic company. Mr. Koblish also serves on the Board of Cerapedics Inc., a private ortho-biologics company, and is a board member of Spineology, Inc., a private spine company. As a Board member of Cerapedics and Spineology, and Chairman of the Board of Onkos Surgical, Mr. Koblish attends one board meeting per quarter, respectively. The remainder of Mr. Koblish’s time is dedicated to serving as our Chief Executive Officer. Mr. Koblish earned a Master of Science in Engineering degree in Mechanical Engineering and Applied Mechanics from the University of Pennsylvania, and holds a Bachelor of Science degree in Mechanical Engineering from Worcester Polytechnic Institute.

Skills & Qualifications: Mr. Koblish’s knowledge of our business, as well as his extensive leadership experience and successful record of commercial operation and product pipeline development provide him with the qualifications and skills to serve on our Board.

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CLASS III DIRECTORS — TERMS EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

Vince Burgess

Age: 61
Director Since: 2014

Committee Memberships: Compensation (Chair)

Other Public Directorships: None

Vince Burgess has been a member of our Board since June 2014. From October 2017 until his retirement in May 2022, Mr. Burgess served as President, Chief Executive Officer and member of the board of directors of Acutus Medical, Inc., a medical device company, and previously served as a Venture Partner with OrbiMed Advisors, LLC, a healthcare investment firm, from September 2011 until May 2020. Previously, Mr. Burgess was a member of the initial executive team at Volcano Corporation, where he served as President of Advanced Imaging Systems. He also led marketing and business development at Volcano from 2002 to 2010. He currently serves as a member of the board of directors of Bolt Medical. He has previously served on the boards of NeuroPace, Inc., Sonendo Inc., Ornim Medical, Keystone Heart, Inc., Vessix Vasular, Cryterion Medical and CardiAQ, Inc. He earned his Bachelor of Science degree in Business Administration from the University of Southern California and his Masters of Business Administration from the University of California, Los Angeles.

Skills & Qualifications: Mr. Burgess’ expertise in marketing and business development, as well as his operational and board experience in the surgical tool field provide him with the qualifications and skills to serve on our Board.

Federica O’Brien

Age: 68
Director Since: 2019

Committee Memberships: Audit (Chair)

Other Public Directorships: MacroGenics, Inc.

Federica O’Brien has been a member of our Board since November 2019. Ms. O’Brien has been the President of CFO’Brien Consulting, LLC since January of 2018 providing strategic, operational and financial consulting, and flexible time chief financial officer services primarily for biotech companies. Previously she served as Chief Financial Officer of Complexa Inc., a biopharmaceutical company, from May 2015 to December 2017 and as Chief Financial Officer of Cerecor Inc., a biopharmaceutical company, from April 2013 to May 2015. Prior to that, Ms. O’Brien served as the Chief Financial Officer and Chief Operating Officer of Cervilenz Inc., a privately held medical device company. She has also held senior financial management positions at Cardiokine Inc., a privately held biotechnology company, Barrier Therapeutics, Inc., during and subsequent to the biotechnology company’s initial public offering, and at Infonautics, Inc., then a publicly held technology company. Ms. O’Brien currently serves on the board of directors for MacroGenics, Inc., a biopharmaceutical company, where she also serves as the chair of the Audit Committee. She began her career at public accounting firms including most recently as an Audit Manager for Coopers & Lybrand. Ms. O’Brien received her B.A. in Accounting from Rutgers University and is a Certified Public Accountant - Inactive in the State of New Jersey. In November 2025, Ms. O’Brien obtained a certificate in Cybersecurity Governance for the Board of Directors from MIT Sloan School of Management.

Skills & Qualifications: Ms. O’Brien’s financial, accounting management and audit expertise provide her with the qualifications and skills to serve on our Board.

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INCOMING DIRECTORS

On April 29, 2026, Kurt Azarbarzin, Vince Burgess and Federica O’Brien each submitted his or her resignation from the Board and all committees, respectively. The Board identified and approved Guido Neels as a Class II director, with a term expiring at the 2027 Annual Meeting of the Company, and Guy Nohra and Paul Thomas as Class III directors, with terms expiring at the 2028 Annual Meeting of the Company to be appointed to the Board as directors. Guido Neels, Guy Nohra, and Paul Thomas appointments will become effective immediately following the Annual Meeting.

CLASS II DIRECTOR

Guido Neels

Age: 77

Future Committee Memberships: Compensation; Nominating and Corporate Governance

Other Public Directorships: Elutia Inc. and Bioventus Inc.

Guido Neels will be appointed to the Board immediately following the Annual Meeting and serve as a Class II director with a term expiring at the Company’s Annual to be held in 2027. Mr. Neels joined EW Healthcare Partners (“EW”) in 2006 and is an Operating Partner. He currently serves on the board of directors of several companies, including Elutia Inc. (NASDAQ: ELUT), Impulse Dynamics, Corvista, Enercon Technologies, and Bioventus Inc. (NASDAQ: BVS). Prior to joining EW, Mr. Neels served as Chief Operating Officer of Guidant Corporation, a world leader in the development of cardiovascular medical products prior to the company’s acquisition for $25 billion. Mr. Neels was responsible for the global operations of Guidant’s four operating units, Cardiac Rhythm Management, Vascular Intervention, Cardiac Surgery, and Endovascular Solutions, including responsibility for worldwide sales operations, corporate communications, corporate marketing, investor relations, and government relations. He also served as Vice President of Global Marketing for Vascular Intervention and as Managing Director for German and Central European operations. Prior to joining Guidant, Mr. Neels held general management, sales, and marketing positions at Eli Lilly in the U.S. and Europe. Mr. Neels previously served on the board of directors of Axogen, Inc. (NASDAQ: AXGN) from August 2015 to June 2025. Mr. Neels holds a Business Engineering degree from the University of Leuven in Belgium and a Master of Business Administration from Stanford University.

Skills & Qualifications: Mr. Neels expertise in the medical device industry and experience as an executive officer in
the medical device field provide him with the qualifications and skills to serve on our Board.

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CLASS III DIRECTORS

Guy Nohra

Age: 66

Future Committee Memberships: Audit; Compensation (Chair)

Other Public Directorships: Bioventus Inc.

Guy Nohra will be appointed to the Board immediately following the Annual Meeting and serve as a Class III director with a term expiring at the Company’s Annual to be held in 2028. Mr. Nohra is a co-founder of Alta Partners, and was also a partner at Burr, Egan, Deleage & Co., which he joined in 1989. Mr. Nohra has been involved in the funding and development of notable medical technology and life science companies including ATS Medical, Cutera, Innerdyne, R2 Technology, deCODE genetics, and Vesica. Previously, Mr. Nohra was Product Manager of Medical Products with Security Pacific Trading Corporation. He was responsible for a multi-million dollar product line and traveled extensively in Korea, Taiwan, Hong Kong, China, and Southeast Asia. Currently, Mr. Nohra serves on the board of directors Bioventus Inc. (NASDAQ: BVS). He previously served on the board of directors of AcelRx Pharmaceuticals (formerly NASDAQ: ACRX), Carbylan Biosurgery (formerly NASDAQ: CBYL), Vertiflex and was the Chairman of the board of directors of USGI Medical and served on the board of directors of the Medical Device Manufacturing Association. He was named to the Forbes “Midas List” of dealmakers in high-tech and life sciences in 2007. In 2016 Mr. Nohra cofounded Alta Life Sciences, venture fund based in Barcelona. Mr. Nohra has also served as the President of the Silicon Valley chapter of The Leukemia and Lymphoma Society for two terms. He holds a Master of Business Administration from the University of Chicago and a Bachelor of Arts in History from Stanford University.

Skills & Qualifications: Mr. Nohra’s expertise in the medical industry and experience as an investor in the medical device field provide him with the qualifications and skills to serve on our Board.

Paul Thomas

Age: 70

Future Committee Memberships: Audit; Nominating and Corporate Governance (Chair)

Other Public Directorships: Axogen Corporation

Paul Thomas will be appointed to the Board immediately following the Annual Meeting and serve as a Class III director with a term expiring at the Company’s Annual to be held in 2028. Mr. Thomas currently serves as the Chief Executive Officer and Co-Founder of Prominex, Inc., a company focused on the development of molecular diagnostic assays for point-of-care infectious disease testing, a position he has held since 2018. Mr. Thomas previously served as the Chief Executive Officer of Roka Bioscience, a molecular diagnostic company focused on pathogen testing, a position he held from 2009 until 2017. Before that, he served as Chairman and Chief Executive Officer of LifeCell Corporation (formerly NASDAQ: LIFC), a regenerative medicine company from 1998 until it was acquired by KCI in 2008 in a transaction valued at $1.8 billion. Mr. Thomas previously held various senior positions, including President of the Pharmaceutical Products Division, during his tenure of 15 years with Ohmeda, a world leader in inhalation anesthetics and acute care pharmaceuticals. Mr. Thomas currently serves on the board of directors of Axogen Corporation (NASDAQ: AXGN) and has been a member of the board since 2020. Mr. Thomas received his MBA degree from Columbia University Graduate School of Business and completed his postgraduate studies in Chemistry at the University of Georgia Graduate School of Arts and Science. He received his B.S. degree in Chemistry from St. Michael’s College in Vermont.

Skills & Qualifications: Mr. Thomas’ expertise in the medical device industry and experience as an executive officer in the medical device field provide him with the qualifications and skills to serve on our Board.

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CORPORATE GOVERNANCE AND RISK
MANAGEMENT

We are committed to good corporate governance and integrity in our business dealings. We believe that strong corporate governance practices that provide meaningful rights to our stockholders and ensure Board and management accountability are key to our relationship with our stockholders. We strive to have regular, constructive conversations with our stockholders to better understand our stockholders’ priorities and perspectives.

Our governance practices are documented in our Fourth Amended and Restated Certificate of Incorporation, our Bylaws, our Code of Conduct, our Corporate Governance Guidelines and the charters of the committees of the Board, or the Committees. Aspects of our governance documents are summarized below. You can find our charters for each Committee and our Code of Conduct on our website at www.telabio.com under “Investors — Corporate Governance — Governance Documents.”

BOARD INDEPENDENCE

Our Board has determined that, with the exception of Mr. Koblish, and, if elected, Mr. Capper, each of our current directors, each incoming director and each former director who served as a member of the Board during the last fiscal year are “independent directors,” as defined under the rules of Nasdaq. In making such determination, the Board considered the relationships that each such non-employee director has with the Company and all other facts and circumstances that the Board deemed relevant in determining their independence, including the beneficial ownership of our common stock by each non-employee director. Our independent directors generally meet in executive session at each regularly scheduled Board meeting.

BOARD LEADERSHIP STRUCTURE

The Board does not have a formal policy with respect to the separation of the offices of CEO and Chairman of the Board. The Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of Chairman of the Board and CEO in any way that is in the best interest of the Company at a given point in time. Currently, our leadership structure separates the offices of CEO and Chairman of the Board, with Mr. Koblish serving as our CEO and Mr. Evans serving as Chairman of the Board. Our Board believes that the separation of the positions of CEO and Chairman of the Board reinforces the independence of the Board from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of our Board as a whole. The Nominating and Corporate Governance Committee periodically evaluates our Board leadership structure and whether its leadership structure is appropriate to effectively address the specific needs of our business and the long-term interests of our stockholders.

After the Annual Meeting and conditioned upon (i) Mr. Evan’s resignation and (ii) Mr. Capper’s election to the Board by the Company’s stockholders at the Annual Meeting, Mr. Capper will be appointed as the new Chairman of the Board.

BOARD COMMITTEES

Our Board has established various Committees to assist in discharging its duties: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each member of our Committees is an independent director as that term is defined by the Securities and Exchange Commission, or SEC, and Nasdaq. The primary responsibilities of each of the Committees and the Committee memberships are provided below under the section entitled “Board Attendance, Committee Meetings and Committee Membership.”

Each of the Committees has the authority, as its members deem appropriate, to engage legal counsel or other experts or consultants in order to assist the Committee in carrying out its responsibilities.

RISK MANAGEMENT

One of the key functions of our Board is to oversee our risk management process. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as

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MANAGEMENT (continued)

a whole, as well as through various standing committees of our Board that address the risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure and our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken.

While the Board has the ultimate oversight responsibility for the risk management process, its Committees oversee risk in certain specified areas. For example:

•

The Audit Committee oversees management of financial reporting, compliance and litigation risks, including risks related to our insurance, treasury risk, information technology, cybersecurity, human resources and regulatory matters, as well as the steps management has taken to monitor and control such exposures.

•

The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation policies, plans and arrangements and the extent to which those policies or practices increase or decrease risk for the Company.

•

The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board, potential conflicts of interest and the effectiveness of the Board.

EVALUATING BOARD EFFECTIVENESS

The Board, led by the Nominating and Corporate Governance Committee, is committed to continuous improvement and believes annual self-evaluations are an important tool for evaluating effectiveness. It has established and conducted an annual self-evaluation of the Board, which is presented by the Chairperson of the Nominating and Corporate Governance Committee to the Board for discussion. In addition, each committee conducts an annual self-assessment in a review process similar to that used by the Board.

CODE OF CONDUCT

We have a written Code of Conduct that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Conduct covers fundamental ethical and compliance-related principles and practices such as accurate accounting records and financial reporting, avoiding conflicts of interest, the protection and use of our property and information and compliance with legal and regulatory requirements. The Code of Conduct and any amendments thereto, or any waivers of its requirements, are disclosed on our website at www.telabio.com.

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MANAGEMENT (continued)

DIRECTOR ORIENTATION AND CONTINUING EDUCATION

Our director orientation programs familiarize new directors with the Company’s businesses, strategies, and policies, and assist new directors in developing the skills and knowledge required for their service on the Board. All other directors are also invited to attend the orientation programs. From time to time, management advises, or invites outside experts to attend Board meetings to advise the Board on its responsibilities, management’s responsibilities, developments relevant to corporate governance and best corporate practices. Additionally, Board members may attend, and are encouraged to attend, accredited director education programs at the Company’s expense.

CORPORATE GOVERNANCE GUIDELINES

We have a written set of Corporate Governance Guidelines that are designed to help ensure effective corporate governance of our Company. Our Corporate Governance Guidelines cover topics including, but not limited to, the size and composition of the Board, Board membership criteria, director qualifications and duties, Board committees, director compensation and director communications with third parties. Succession planning for the Board is critical to our success. Our goal is to achieve a Board that provides effective oversight of the Company through the appropriate balance of diversity of perspectives, experience, expertise and skills. Our Corporate Governance Guidelines are reviewed periodically by the Nominating and Corporate Governance Committee, which recommends any proposed changes to our Board for approval.

BOARD ATTENDANCE, COMMITTEE MEETINGS AND COMMITTEE MEMBERSHIP

Director

Independence

Board

NCGC

Kurt Azarbarzin

Yes

Vince Burgess

Yes

Doug Evans

Yes

Antony Koblish

William Plovanic

Yes

Federica O’Brien

Yes

Betty Jo Rocchio

Yes

	AC = Audit Committee			CC = Compensation Committee			C = Chair
	NCGC = Nominating and Corporate Governance Committee						M = Member

During 2025, our Board held seven meetings, our Compensation Committee held eight meetings, our Audit Committee held six meetings and our Nominating and Corporate Governance Committee held four meetings. Each director attended at least 75% of the meetings of the Board and the committees on which they served, except for Dr. Rocchio who attended 50% of the Nominating and Corporate Governance Committee and Compensation Committee meetings held since being appointed as a member of such committee.

Directors are encouraged to attend our annual stockholder meetings. Each of our directors then serving on our Board attended the 2025 Annual Meeting of Stockholders.

Audit Committee

The Audit Committee assists the Board by providing oversight of our financial management, independent auditor and financial reporting procedures, as well as such other matters as directed by the Board or the Audit Committee Charter.

Among other things, the Audit Committee’s responsibilities include:

•

selecting a firm to serve as the independent registered accounting firm to audit our consolidated financial statements;

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•

ensuring the independence of the independent registered public accounting firm;

SEC Form DEF 14A filed by TELA Bio Inc.